GUARANTEE AGREEMENT
Agreement between Harford Life Insurance Company ("HL") and ITT Hartford
International Life Reassurance Corporation, its wholly owned subsidiary
("HLRe"), effective as of May 1, 1993.
WITNESSETH:
WHEREAS, HLRe is a wholly owned subsidiary of HL; and
WHEREAS, HL is willing to guarantee the payment of HLRe's legitimate reinsurance
obligations arising out of HLRe's operations; and
WHEREAS, the corporate interests of HLRe and HL, will be enhanced by existence
of such a guarantee.
NOW, THEREFORE, the parties agree as follows:
SECTION 1.
GUARANTEE
In consideration of the foregoing and for other valuable consideration, the
receipt of which is hereby acknowledged, HL unconditionally guarantees to HLRe
and insurers and reinsurers ceding insurance business to HLRe pursuant to
reinsurance agreements with HLRe that it will, (i) on demand, make funds
available in cash to HLRe, for the timely payment of contractual claims made
under such reinsurance agreements or (ii) if HLRe fails to pay such contractual
claims in a timely manner, on demand make funds available in cash to such
insurers and reinsurers for the timely payment of contractual claims made under
such reinsurance agreements. This Agreement is not, and nothing herein contained
or done pursuant hereto by HL shall be deemed to constitute, a direct or
indirect guarantee by HL of the payment of any debt or other obligation,
indebtedness or liability, of any kind or character whatsoever, of HLRe, except
as provided in this Section 1. This Guarantee shall remain in full force and
effect or shall be reinstated (as the case may be) if at any time any payment
guaranteed hereunder, in whole or in part, is rescinded or must otherwise be
returned by insurers and reinsurers upon the insolvency, bankruptcy or
reorganization of HLRe or otherwise, all as though such payment had not been
made.
SECTION 2.
OBLIGATIONS UNCONDITIONAL
The obligations of HL under this Guarantee are unconditional to the fullest
extent permitted by applicable law, irrespective of any other circumstance
whatsoever which might otherwise constitute a legal or equitable discharge of a
surety or guarantor, it being the intent of this Guarantee that the obligations
of HL hereunder shall be absolute and unconditional under any circumstances and
shall not be discharged except by payment.
HL hereby expressly waives diligence, presentment, demand, any notice
requirements including notice of acceptance, rights of setoff and counterclaim
and any requirement that HLRe or any insurer or reinsurer exhaust any right,
power or remedy or proceed against any obligor.
SECTION 3.
SUBROGATION
HL hereby unconditionally agrees that until the payment and satisfaction in full
of any contract payments guaranteed hereby, it shall not exercise any right or
remedy arising by reason of any performance by them of this Guarantee, whether
by subrogation or otherwise, against HLRe.
SECTION 4.
REMEDIES
HL agrees that as to it on the one hand, and ceding insurers and reinsurers on
the other hand, the obligations of HLRe guaranteed hereunder may be declared to
be forthwith due and payable at the maturity dates as provided in the contracts
notwithstanding any stay provided for by the Federal
Bankruptcy Code (or any successor legislation) or any applicable state law,
preventing such declaration as against HLRe and that, in the event of any such
declaration, such obligations (whether or not due and payable by HLRe) shall
forthwith become due and payable by HL for purposes of this Guarantee.
SECTION 5.
NO WAIVER
No failure on the part of HLRe or the insurers and reinsurers to exercise, no
delay in exercising, and no course of dealing with respect to, any right or
remedy hereunder will operate as a waiver thereof, nor will any single or
partial exercise of any right or remedy hereunder preclude any other further
exercise thereof or the exercise of any other right or remedy.
SECTION 6.
CONTINUING EFFECT: ASSIGNMENT
This Guarantee is a continuing guarantee and subject to the provision of Section
8 hereof (i) shall apply to all reinsurance agreements entered into by HLRe,
(ii) shall remain in full force and effect until payment in full of such
contractual liabilities, (iii) shall be binding upon HL, its successors and
assigns, and (iv) shall inure to the benefit of, and be enforceable by, the
insurers, reinsurers, HLRe, and their successors and assigns.
SECTION 7.
AMENDMENT, MODIFICATION OR TERMINATION
This Guarantee may not be amended or modified, provided, however, HL may
terminate its obligations hereunder by giving written notice of such termination
to HLRe at least thirty (30) days prior to such termination (the "Termination
Date"). Such termination shall not affect HL's continuing liability with respect
to all reinsurance agreements entered into prior to the Termination Date. Such
termination will not be effective unless 30 days prior notice is also provided
to:
Standard and Poors
ATTN: Rating Group
00 Xxxxxxxx
Xxx Xxxx, XX 00000
SECTION 8.
GOVERNING LAW
This Guarantee is a guarantee of payment and not of collection, and shall be
governed by and construed in accordance with the law of the State of
Connecticut.
SECTION 9.
COUNTERPARTS
This Guarantee may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original; and all such
counterparts shall together constitute but one and the same Guarantee.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Agreement.
HARTFORD LIFE INSURANCE COMPANY
DATE: 8/29/94 BY: /s/ Lowndes X. Xxxxx
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ITS: President
ITT HARTFORD INTERNATIONAL LIFE
REASSURANCE CORPORATION
DATE: 8/29/94 BY: /s/ Xxxxx X. Xxxxxxx
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ITS: General, Counsel & Secretary
